Hudbay Minerals Inc. (TSX:HBM) entered into a definitive agreement to acquire remaining 90.01% stake in Arizona Sonoran Copper Company Inc. (TSX:ASCU) for CAD 1.8 billion on March 1, 2026. Under the terms of the transaction, each ASCU shareholder will receive 0.242 of a Hudbay common share for each ASCU common share held. The offer implies a value of CAD 9.35 per ASCU share based on Hudbay's closing share price on the Toronto Stock Exchange on February 27, 2026, and represents a premium of 30% to ASCU?s closing share price on February 27, 2026. The offer implies a premium of 36% based on Hudbay?s and ASCU?s 20-day volume-weighted-average share prices on the TSX for the period ending February 27, 2026. Hudbay currently owns 20.8 million common shares, representing approximately 9.99% of the outstanding basic shares of ASCU. Following the closing of the transaction, existing Hudbay and ASCU shareholders will own approximately 89% and 11% of Hudbay, respectively.
The transaction is subject to shareholder approval and satisfaction of certain other closing conditions customary in transactions of this nature, including certain U.S. and Canadian regulatory approvals, court approval and stock exchange approvals. The Board of Directors of both companies have unanimously approved the transaction. The transaction is expected to close in the second quarter of 2026.
TD Securities, Inc. acted as financial advisor to Hudbay Minerals Inc. National Bank Financial Inc. acted as strategic advisor to Hudbay Minerals Inc. Scotiabank, Inc. acted as financial advisor and fairness opinion provider to Arizona Sonoran Copper Company Inc. Origin Merchant Partners acted as fairness opinion provider to Arizona Sonoran Copper Company Inc. The team of Osler, Hoskin & Harcourt LLP led by James Brown, Lynne Lacoursiere, David Davachi, Jean-Philippe Dionne, Shuli Rodal, Damian Rigolo, Andrea Boctor, Evan Barz and Teresa Tomchak and the team of Paul, Weiss, Rifkind, Wharton and Garrison LLP led by Ian Hazlett, Christopher Gonnella, Matthew Jordan, Nathan Mitchell and John Magruder acted as legal advisors to Arizona Sonoran Copper Company Inc. National Bank Financial Inc acted as financial advisor to Hudbay Minerals Inc. Goodmans LLP acted as legal advisor to Hudbay Minerals Inc.
Arizona Sonoran Copper Company Inc. is a copper exploration and development company, which is focused on the assessment, consolidation, exploration, development and eventual mining in the Santa Cruz Copper Mining District in southern Arizona. The Company holds 100% ownership comprised of private land and a state land lease which is referred to as Cactus East and Cactus West (the Cactus Project) and the Parks/Salyer Property (collectively with Cactus Project and Stockpile Project, the Project) in Pinal County, Arizona. The 100%-owned Project is a porphyry copper project located on private land, near the city of Casa Grande, Arizona, United States. The Cactus Project is comprised of three deposits and one waste dump. The Project covers approximately 5,720 acres (with the remainder of the land package covering additional exploration properties). Its properties also include LKY/Copper Mountain Investments Limited Partnership LLP (LKY) Property and Mainspring Property.
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